DESCRIPTION OF CAPITAL STOCK
The following description is a summary and does not purport to be complete. It is subject to, and qualified in its entirety by reference to,
the applicable provisions of the General Corporation Law of the State of Delaware (the DGCL), our Second Amended and Restated Certificate of Incorporation (the Certificate of Incorporation), as amended by the Certificate of
Amendment to the Certificate of Incorporation dated effective as of September 30, 2021 (the Certificate of Amendment), our Amended and Restated Bylaws (the Bylaws), our Certificate of Designations with respect to our
Series A Redeemable Convertible Preferred Stock (the Series A Certificate of Designations), the Amended and Restated Limited Liability Company Agreement of USWS Holdings LLC, dated as of November 9, 2018, as amended by Amendment
No. 1 to Amended and Restated Limited Liability Company Agreement of USWS Holdings LLC, dated May 24, 2019 and Amendment No. 2 to Amended and Restated Limited Liability Company Agreement of USWS Holdings LLC, dated April 1, 2020
(collectively, the A&R USWS Holdings LLC Agreement), the Warrant Agreement, dated March 9, 2017 (the 2017 Warrant Agreement), by and between Continental Stock Transfer & Trust Company and Matlin &
Partners Acquisition Corporation, the Warrant Agreement, dated May 24, 2019 (the 2019 Warrant Agreement), by and between Continental Stock Transfer & Trust Company and the Company, the Note Purchase Agreement, dated
June 24, 2021, as amended, among U.S. Well Services, Inc., the purchasers party thereto, and Wilmington Savings Fund Society, FSB, as notes agent (the Note Purchase Agreement), the Warrant Agreement, dated February 28, 2022
(the February 28 2022 Warrant Agreement), by and between Continental Stock Transfer & Trust Company and the Company, the Warrant Agreement, dated March 1, 2022 (the March 1 2022 Warrant Agreement), by and
between Continental Stock Transfer & Trust Company and the Company, the warrant agreement pursuant to which the Company issued warrants to certain investors on March 11, 2022 (the March 11 2022 Warrant Agreement) and the
warrant agreement pursuant to which the Company issued warrants to H.C. Wainwright & Co., LLC (the Placement Agent) on March 11, 2022 in connection with our registered direct offering (the Placement Agent Warrant
Agreement). The Certificate of Incorporation, Certificate of Amendment, Bylaws, Series A Certificate of Designations, A&R USWS Holdings LLC Agreement, 2017 Warrant Agreement, 2019 Warrant Agreement and Note Purchase Agreement are
incorporated by reference as exhibits to the Annual Report on Form 10-K filed on March 30, 2022 , which is incorporated by reference herein, the February 28 2022 Warrant Agreement and the
March 1 2022 Warrant Agreement are filed as exhibits to the Current Report on Form 8-K filed on March 4, 2022, which is incorporated by reference herein, and the March 11 2022 Warrant Agreement
and the Placement Agent Warrant Agreement are filed as exhibits to the Current Report on Form 8-K filed on March 11, 2022, which is incorporated by reference herein. We encourage you to read the
Certificate of Incorporation, Certificate of Amendment, Series A Certificate of Designations, Bylaws, the Certificate of Designations Amendment, A&R USWS Holdings LLC Agreement, 2017 Warrant Agreement, 2019 Warrant Agreement, Note Purchase
Agreement, February 28 2022 Warrant Agreement, March 1 2022 Warrant Agreement, March 11 2022 Warrant Agreement, Placement Agent Warrant Agreement and the applicable provisions of the DGCL for additional information.
General
The
Certificate of Incorporation provides that the total number of shares of all classes of capital stock, each with a par value of $0.0001 per share, which the Company is authorized to issue is 440,000,000 shares, consisting of (a) 430,000,000 shares
of common stock (the Common Stock), including (i) 400,000,000 shares of Class A Common Stock (the Class A Common Stock), (ii) 20,000,000 shares of Class B Common Stock (the Class B Common
Stock), and (iii) 10,000,000 shares of Class F Common Stock (the Class F Common Stock), and (b) 10,000,000 shares of preferred stock (the Preferred Stock), including 55,000 shares of Series A Redeemable
Convertible Preferred Stock (the Series A Preferred Stock) and 22,050 shares of Series B Redeemable Convertible Preferred Stock (the Series B Preferred Stock).
As of March 31, 2022, 77,066,612 shares of Class A Common Stock and 19,610 shares of Series A Preferred Stock were issued and
outstanding.
9